16.09.2023 – 01:53
Liminal BioSciences Inc.
Laval, Quebec, and Cambridge, England (ots/PRNewswire)
Liminal BioSciences Inc. (NASDAQ: LMNL) (“Liminal BioSciences” or the “Company”) is pleased to announce that its shareholders have approved the previously announced plan of arrangement pursuant to Section 192 of the Canada Business Corporation Act (the “Arrangement”) Under this arrangement, Structured Alpha LP (“SALP”), a limited partnership formed by its general partner Thomvest Asset Management Ltd. all issued and outstanding common shares of Liminal BioSciences (the “Shares”) not currently owned by SALP or its affiliates and associates at a price of $8.50 per share, payable in cash, (the “Arrangement”). Further details of the Arrangement can be found in the management circular dated August 16, 2023 (the “Circular”) sent to Liminal BioSciences shareholders in connection with the Arrangement and the addendum to the circular dated September 12, 2023, each of which is available at the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
At a special meeting of the Company’s shareholders held today (the “Meeting”), the special resolution approving the Arrangement was passed by approximately 98.82% of the votes cast by shareholders present at the Meeting virtually or represented by proxy and approximately 92.34% of the votes of shareholders present at the meeting virtually or represented by proxy, excluding shareholders whose votes were cast for the purposes of “minority approval” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions in connection with a “business combination”, including the shares over which SALP and its affiliates and associates exercise control, is approved. A report of the voting results of the special meeting will be posted under the company profile SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
The Arrangement is subject to the satisfaction of certain additional closing conditions customary in a transaction of this nature, including receipt of a final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement (the ” The final disposition hearing is scheduled for September 19, 2023. Assuming these remaining closing conditions are satisfied, the Arrangement is expected to be completed by or near the end of September 2023.
About Liminal BioSciences Inc.
Liminal BioSciences is a development-stage biopharmaceutical company focused on the discovery and development of novel and distinctive small molecule therapeutics that modulate G protein-coupled receptors (GPCR). Liminal BioSciences is developing its own novel small molecule therapeutic candidates with the aim of developing best-in-class/first-in-class therapeutics for the treatment of metabolic, inflammatory and fibrosis diseases with significant unmet medical needs. We leverage our integrated drug discovery platform, our expertise in medicinal chemistry and our deep understanding of GPCR biology. Liminal BioSciences’ pipeline currently consists of three programs. The candidate selected for clinical development, LMNL6511, a selective antagonist for the GPR84 receptor, is expected to begin a Phase 1 clinical trial in the second half of 2023. Liminal BioSciences is also developing LMNL6326 as an OXER1 receptor antagonist, targeting the treatment of eosinophil-related diseases, as well as GPR40 agonists, both of which are in preclinical phases. In addition to these programs, Liminal BioSciences continues to explore other development opportunities to expand its pipeline.
Liminal BioSciences has active operations in Canada and the United Kingdom.
About Structured Alpha LP
Thomvest Asset Management Ltd. is the general partner of SALP. Thomvest Asset Management Ltd. and its affiliates are a group of investment companies that make investments on behalf of Peter J. Thomson and his family.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Canadian and U.S. securities laws. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “anticipate,” “expect,” “recommend,” “plan,” “believe,” “intend,” “estimate,” “seek,” “project,” “should.” , “could”, “would”, “may”, “will”, “predict” and other similar expressions are intended to identify forward-looking statements. These forward-looking statements generally include statements that are forward-looking in nature and depend on or depend on future events or conditions relate to the same, including, but not limited to, statements relating to Liminal BioSciences’ business generally, the ability to complete the Arrangement and the timing of completion of the Arrangement and the other transactions contemplated by the Arrangement between Liminal BioSciences and SALP, including the ability of the parties to meet the conditions for entering into the Arrangement and the possibility of termination of the Arrangement.
These statements are “forward-looking” because they are based on our current expectations regarding the markets in which we operate and on various estimates and assumptions. Actual events or results could differ materially from those anticipated in these forward-looking statements if known or otherwise unknown risks could affect our business or if our estimates or assumptions prove incorrect. Factors that could cause actual results to differ materially from those described or projected herein include, but are not limited to, risks related to: uncertainties regarding the timing of the arrangement; the risk that competing offers or takeover proposals will be made; the possibility that various conditions for the consummation of the offer will not be met or will be waived, including the possibility that a governmental authority will grant approval for the consummation prohibits, delays or refuses to make the arrangement at all or on acceptable terms or within the expected time frame; the risk that shareholder litigation in connection with the Arrangement may result in significant defense, indemnification and liability costs; the impact of disruptions caused by the Arrangement on Liminal BioSciences’ business and the fact that the announcement and pendency of the Arrangement may make it more difficult to establish or maintain relationships with employees and business partners; uncertainties generally associated with research and development, clinical trials and related regulatory reviews and approvals; Liminal BioSciences’ ability to continue to comply with Nasdaq Listing Rule 5450(a)(1) to remain listed on Nasdaq; Liminal BioSciences’ expected liquidity and Liminal BioSciences’ ability to actively seek and complete opportunities to dispose of non-core assets or commercial opportunities related to our assets; Liminal BioSciences’ dependence on third parties to conduct, oversee and monitor existing clinical trials and potential future clinical trials; developments in Liminal BioSciences’ competitors and the market for Liminal BioSciences’ product candidates; business, operations and clinical development timelines may be adversely affected by geopolitical events and macroeconomic conditions, including rising inflation and interest rates, as well as uncertain credit and financial markets, and related matters; and other risks and uncertainties affecting Liminal BioSciences, including its Annual Report on Form 20-F for the year ended December 31, 2022, and other filings and reports that Liminal BioSciences makes from time to time. Accordingly, we cannot guarantee that any particular forward-looking statement will occur. Existing and potential investors are cautioned not to place undue reliance on these forward-looking statements and estimates, which speak only as of the date hereof. We undertake no obligation to update the forward-looking statements contained in this press release, even if new information becomes available as a result of future events or otherwise, except as required by applicable securities laws and regulations.
Nicole Rusaw, Chief Financial Officer, [email protected]
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